Humi’s Terms & Conditions

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT THROUGH (1) CLICKING A BOX INDICATING ACCEPTANCE, OR (2) EXECUTING A HUMI AGREEMENT THAT REFERENCES THE BASE TERMS, OR (3) BY EXECUTING OR ACCEPTING THE APPLICABLE ORDERING DOCUMENTS (INCLUDING ANY ONLINE FORMS PROVISIONING OR REQUESTING HUMI SERVICES) ISSUED BY HUMI SPECIFYING THE HUMI SERVICES TO BE PROVIDED UNDER THIS AGREEMENT, OR (4) CREATING A HUMI ACCOUNT, OR (5) CONTINUING TO USE THE HUMI SERVICES AFTER BEING NOTIFIED OF AN UPDATE TO A PRICING PLAN OR THE AGREEMENT, CUSTOMER ACKNOWLEDGES IT HAS READ AND AGREES TO THE TERMS OF THE AGREEMENT. TO BE ELIGIBLE TO USE ANY HUMI SERVICES, YOU MUST REVIEW AND ACCEPT THE HUMI AGREEMENT. IF AN INDIVIDUAL IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE BASE TERMS. IF THE INDIVIDUAL ACCEPTING THE BASE TERMS DOES NOT HAVE SUCH AUTHORITY, IS ACTING IN THEIR INDIVIDUAL CAPACITY, OR DOES NOT AGREE WITH THE AGREEMENT, SUCH INDIVIDUAL MUST NOT ACCEPT THE AGREEMENT AND MAY NOT USE THE HUMI SERVICES.

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1. DEFINITIONS & INTERPRETATION
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1.1 Defined Terms. The following capitalized terms have the following meanings:

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Confidential Information” means confidential or proprietary information of a Party relating to that party’s business or operations, and with respect to Customer includes Customer Data and details of Customer’s internal operating environment and, in the case of Humi, includes the technology underlying the Service, Resultant Data, the Documentation (including any complete or partial copies thereof), the Service Concepts, third-party databases, and any benchmark or survey results.

“Content” means: (i) information obtained or developed by Humi related to the Service and provided to Customer, including all products specified and agreed upon pursuant to this Agreement; (ii) the Documentation, as defined within this Agreement; and (iii) Updates.

“Customer Data” means any data, information or material provided or submitted by Customer or Users to the Service in the course of using the Service. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Users.

“Documentation” means, collectively, technical information and materials, in written or electronic form, related to and delivered with the Service by Humi to Customer and that are intended for use in connection with the Service.

“Event of Default” means the occurrence of any of the following (a) you breach any agreement, covenant, representation, or warranty in this Agreement, or fail to fulfill any obligation, and such breach is not cured within 15 days, provided that a delay in payment of fees shall only be considered as such cause if it is 15 days or more past due (b) any representation, data, material, statement or information made or furnished to us by you or on your behalf is, or we have a reasonable good faith belief it is, fraudulent, false, incomplete or misleading at any time; and (c) you do not immediately give us written notice (with reasonable detail) upon you becoming aware of the existence of any condition or event which otherwise constitutes an Event of Default.

“Fees” means the fees and charges specified in the subscription terms provided to you at the time of subscription, including both recurring and one-time charges.

“Free Services” means the Service or other products or features made available by us to you on an unpaid trial or free basis.

“Person” means an individual, corporation, partnership, joint venture, governmental authority, unincorporated organization, trust, association, or other entity.

“Pricing Plan” means any of the available subscription plans (along with its associated Services and features) for the Services as listed on https://www.humi.ca/pricing‍

“Representatives” means, with respect to a Party, that Party’s and its Affiliates’ respective employees, officers, directors, consultants, agents, independent contractors, subcontractors, service providers and legal advisors.

“Resultant Data” means data and information related to Customer’s use of the Services that is used by Humi in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Service.

“Service(s)” means (i) all products and services specified and agreed upon in the subscription terms provided to you at the time of subscription, to be delivered by Humi to Customer hereunder, including the Content, but excluding any third-party database and third-party products.

“Subscription Start Date” shall mean the date listed as the ‘Subscription Start Date’ for a Service in the subscription terms provided to you at the time of subscription.

“Term” has the meaning given in Section 8.1.

“Updates” means all upgrades, modified versions, or updates, to the Service whether provided to the Customer by Humi through maintenance and support services or otherwise at any time.

“Use” means to directly or indirectly load, execute, access, employ, utilize, store, or display the Service.

“User(s)” means Customer employees (and any contractors of Customer for whom access is requested by Customer) who are authorized to Use the Service and have been supplied user identifications and passwords by Customer (or by Humi at Customer’s request).

1.2 This Agreement incorporates the Humi’s Privacy Policy found at https://www.humi.ca/privacy (“Humi Privacy Policy”) which describes how Humi handles data related to the Services, and the Humi Employee and Employer Terms of Service (“User TOS”) found at https://www.humi.ca/terms/platform which governs the Use of the Services by Users. Additionally, the conditions of the relevant Pricing Plan are also incorporated into the Agreement by reference. If there is a conflict or inconsistency between the terms of the Agreement and either of the User TOS or the Humi Privacy Policy, then the terms of the Agreement shall prevail to the extent of any such conflict or inconsistency. Unless otherwise agreed to by Humi (acting through an appropriately authorized representative) in writing, any terms in a communication or document provided by Customer, or any other purported amendment to the Agreement, will be null and void.

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2. LICENSE GRANT & SERVICE TERMS‍

2.1 License Grant. Subject to the terms and conditions of this Agreement (including, for clarity, the obligation to pay the Fees) Humi hereby grants Customer a limited, non-exclusive, non-transferable, worldwide right to Use the Service during the Term, solely for Customer’s internal business purposes. All rights not expressly granted to Customer are reserved by Humi.

2.2 Implementation, Set-up and On-boarding. The Service shall be made available to you after the completion of any implementation services (and execution of the Humi Agreement). You may consult the support library available at https://support.humi.ca/hc/en-us for questions related to setting up, implementation and use of the Services. Additionally, if the Services you have elected to subscribe to include a Pricing Plan that provides access to a Customer Implementation Manager or a Customer Success Manager, Humi will assign one to you, and will provide you with information about them, along with their contact details and hours of availability. If your Pricing Plan includes support services, Humi will provide you with support in accordance with the provisions of Appendix A. As part of the registration process for the Services, you will be asked to provide certain information and/or documents by Humi further to its ‘know your client’ and other related checks. You agree to promptly respond to any such requests. You also hereby acknowledge that in the event you do not provide such information or if the results of any checks performed by Humi pursuant to such obligations are unsatisfactory to Humi, it may decline to open an account for you, and terminate the Agreement. You will also be required to provide a corporate email address and select a password for online access to your Humi account. You are responsible for all the activity occurring on your account; therefore, we encourage you to select a strong unique password; access credentials should not be shared with any other person. You must also establish a password or other procedure for verifying that only designated employees of Customer have access to any administrative functions related to the Services and will be responsible for all use of the Services by Customer personnel or through the use of any credentials or user account assigned to Customer, irrespective of whether such use is with Customer’s knowledge or consent. You must also comply with all security policies and procedures related to the Services which we may establish and communicate to you from time to time. For the avoidance of doubt, Humi will not be liable for any damages caused by unauthorized access to Customer Data or use of Customer’s account caused by Customer or its permitted users’ failure to keep password and log in information confidential.

2.3 Information Requests: At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of your business, validate information you provided, verify you or your Representative’s identity, and assess the risk associated with your business. This additional information may include incorporation and organizational documents, business invoices, copies of government-issued identification, business licences, or other information related to your business, its beneficial owners or principals. You agree to promptly (and in any event within five (5) business days, unless we expressly specify a different response period in writing) provide us with copies of, or access to, additional documents, materials and information that we may request from you, your affiliates or your representatives from time to time to confirm or supplement any documents, materials and information you provided or that we may require for any legal, regulatory, compliance or risk management purpose.  If you fail to comply with the foregoing, or if any of the additional documents, materials or information you provided or gave access to are in our sole and absolute view insufficient or unsatisfactory in any way, we reserve the right, in our sole and absolute discretion, to suspend the Services to you & your sub-Users. You also hereby authorize us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus, and you authorize and direct those third parties to compile and provide to us the information we request. You acknowledge that this may include your name, addresses, credit history, and other data about you or your representative(s). You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your Humi Account, and we may, in our reasonable discretion, exercise our right to do so. Additionally, we may periodically update this information as part of our internal risk and legal compliance procedures.

2.4 Additional & Augmented Services. Humi may from time to time offer additional services, products, applications and tools (“Additional Services”) or augment its existing services, products, applications and tools (“Augmented Services”). For clarity, Augmented Services include any modifications to services, products, applications and tools made after the Effective Date. Additional Services and Augmented Services may not automatically be included within the Services, may not be available in all geographies, and may, if you elect to subscribe to them, be subject to additional fees and additional terms, conditions, and policies that govern their availability and use (“Additional Service Terms”).

2.5 Beta Services. From time to time, Humi may in its sole discretion invite you to use, on a trial basis, potential new services that are in the final stages of development and not yet available to all Humi customers (“Beta Services”). You may accept or decline to participate in the trial use of any Beta Services at its sole discretion. If you accept to use any Beta Services, any terms and conditions applicable to them will be communicated to you. Beta Services are provided to you for evaluation purposes, are not considered Services under this Agreement, and are not eligible for any support unless we expressly and specifically inform you otherwise.

2.6 Humi reserves the right to change, suspend or discontinue any free, trial or Beta Services at any time, with or without notice, in its sole discretion. Humi will have no liability arising out of or in connection with a Beta Service.

2.7 Payroll Specific Terms. In the event the Services include the payroll functionality, the additional provisions in Appendix B shall apply. ‍

2.8 HR Services Specific Terms. For all Human Resources management related Services, and once the Services have been implemented, your designated account administrator will be able to create a profile for Users who are employees and input certain information about them, such as name, salary, employment agreement, and benefits details. You will also be able to send an email to employees inviting them to register for the Service so that they can manage their vacation time, track time and attendance, participate in performance management tasks, and access colleague contact information.

2.9 Changes to the Services. Humi shall have the right from time to time during the Term to make updates to the Service, including by modifying or removing one or more features/ modules. Any such updates shall be of general applicability to Humi’s customers. If Humi removes or makes a material change to any features/ modules which decreases the functionality of such feature/ module, Humi will notify you. Such notice may be provided via email or by a posted notice in the administrative console. In the event the discontinued feature/ module was subject to specific Fees as noted in the subscription terms provided to you at the time of subscription, Humi may, at its option, either continue to make the feature/ module available to you or offer you a rebate (the amount of which will be determined by Humi, in its discretion, but acting reasonably)  in the Fees for the remainder of the Term.

2.10  Changes to the Services. Except for the rights and licenses granted in this Agreement, any and all intellectual property rights to or arising from the Service shall remain the exclusive property of Humi and its licensors.

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3. RESTRICTIONS ON USE

3.1 You are responsible for all activity on the Services occurring under your user accounts and sub-accounts, and you shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Use of the Service, including, for example, those related to all applicable privacy laws, international communications and the transmission of technical or personal data.

3.2 You hereby acknowledge that the Service and its structure, organization and source code constitute valuable trade secrets of Humi. Accordingly, you agree that you shall not, and shall not permit any Person to:
(a) use the Service and its underlying platform other than as permitted by this Agreement;

(b) modify, adapt, alter, translate, or create derivative works from the Service (except as expressly permitted by the Documentation);

(c) merge the Service with any other Service or software; or sublicense, lease, rent, loan, or otherwise transfer the Service to any third party without the prior and express consent of Humi;

(d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Service;

(e) use the Service to send, store, publish, post, upload or otherwise transmit any Customer Data in violation of any warranty, representation or obligation of Customer under this Agreement;

(f) use the Service to upload, collect, transmit, store, use or process, or ask Humi to obtain from third parties, any data or information: (A) that you do not have the lawful right to copy, transmit, distribute, and display; (B) for which you does not have the consent or permission from the owner of any personal information contained therein; (C) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights of any third party (including any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity or privacy); (D) that is tortious, defamatory, obscene, or offensive; or (E) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability.

(g) use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Platform or use any data mining, robots or similar data gathering or extraction methods; or

(h) remove, alter, or obscure any proprietary notices (including copyright notices) of Humi incorporated with the Service; or provide false identity information to gain access to or Use the Service.

3.3 Customer shall notify Humi promptly (and in any event in no later than 1 business day) if it becomes aware or reasonably suspects any unauthorized Use of any access credentials or account or any other known or suspected breach of security, and shall report to Humi immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Customer or Customer’s Users;

3.4 Customer shall not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to (i) any third party the Service in any way; or (i“) "frame" or “mirror” any content on any other server or wireless or Internet-based device; or (iii) reverse engineer or access the Service in order to:

(a) build a competitive product or Service;

(b) build a product using the same or similar ideas, features, functions or graphics of the Service; or

(c) copy any ideas, features, functions or graphics of the Service.

3.5 User licenses cannot be shared or used by more than one individual user, but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment, or otherwise changed job status or function and no longer Use the Service.

3.6 In the event that Humi, based on its records, determines that, at any time during the Term, Customer is using a quantity of named user licenses within the Service which exceeds the number of named user licenses specified within the subscription terms provided to you at the time of subscription Humi shall have the right to invoice Customer for any such excess usage at Humi’s standard market rates unless otherwise agreed to between Customer and Humi.

3.7 Customer may use the Service only for internal business purposes and shall not knowingly: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or that violates any third party privacy rights; (iii) send or store material containing software viruses, worms, ‘Trojan horses’ or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

3.8 Suspension: We may suspend the provision of Services to you at any time if we become aware of or suspect, in good faith and our reasonable discretion, that: (a) you have breached this Agreement; (b) you are engaged in acts or practices that are considered, or are capable of being considered, fraudulent, unfair, deceptive, abusive or unlawful; (c) you are, or are likely to become, bankrupt or insolvent; (d) your use of the Services violates applicable law, or could cause us to violate applicable law or breach an agreement that we are a party to, or could disrupt other user’s ability to access and use Humi’s services or reflects negatively on the brand or reputation of Humi or any partner of Humi (including financial services providers); or (e) any access or logon credentials associated with Services have or may have been compromised. In such an event we will, to the extent permitted to do so under applicable law, provide you with a written notice upon suspension or as soon as reasonably practicable thereafter, and such suspension will remain in place until the cause of the suspension is, if capable of remedy, remedied to Humi’s satisfaction.

3.9 The Humi Services and mobile-app are currently designed to work in Canada only, and Humi does not guarantee, and hereby expressly disclaims, that they will be available or can be used in any other countries.

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4. HUMI PROPRIETARY RIGHTS; CUSTOMER DATA SECURITY AND DATA BACKUPS.‍

4.1 Humi IP. You acknowledge and agree that: (i) the Services and any applicable Beta Services, including without limitation any associated software, documentation, applications, websites, tools and products, and any modifications, enhancements and updates thereto, and all intellectual property rights therein (collectively, “Humi IP”) are exclusively owned by Humi and/or our third party service providers; (ii) the Humi IP contains valuable copyrighted material and is protected by Canadian, U.S. and international copyright and other intellectual property laws; (iii) subject to Customer’s compliance with the Agreement, Humi grants Customer a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to access and use the Humi IP, solely for the purposes of using the Services in compliance with the Agreement; an© (iv) Customer has no rights in the Humi IP, other than the rights and licenses granted herein. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service or the intellectual property rights owned by Humi to you.

4.2 Names, Trademarks and Intellectual Property. The trade names, trademarks, service marks, trade dress and logos (collectively “Marks”) of each party, its parent or affiliates are the exclusive property of such party and, except as otherwise provided in the Agreement, the other party shall not use such Marks or any abbreviation or adaptation thereof for any purposes without the prior written consent of the party who owns such Marks. Notwithstanding the foregoing, Customer hereby grants Humi a non-exclusive right and license to use Customer’s Marks to promote the Services and use in its general marketing and promotional materials. Each party acknowledges that all use of the other party’s Marks shall insure to the benefit of and be on behalf of the party owning such Marks.

4.3 Customer Data. All information, data, text, software, photographs, graphics, video, messages or other materials transmitted to the Service, is the sole responsibility of users. You are solely responsible for ensuring that you have the necessary permissions and have made the necessary disclosures in respect of any Customer Data submitted to the Service, and that use of the data as contemplated by this Agreement complies with all applicable laws, including privacy laws. To the extent that any Customer Data contains personal information, such personal information will be treated by Humi in accordance with the terms of the Humi Privacy Policy, the terms of which are hereby incorporated by reference and which forms an integral part of this Agreement. Under no circumstances will Humi be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials or for any loss or damage of any kind incurred by, or relating to, the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Service. By submitting, posting or displaying Customer Data on or through the Service, you hereby grant Humi (and our agents) a non-exclusive, royalty-free license to collect, use, copy and store such Customer Data to the extent necessary to provide the Services to you and your sub-Users. You hereby represent and warrants that you have all the rights, power and authority necessary to grant the rights granted herein to any Customer Data that you, or anyone on your behalf, submit. Humi reserves the right at all times (but will have no obligation) to remove any Customer Data and to terminate Users or reclaim usernames. Humi also reserve the right to access, read, preserve, and disclose any information as Humi reasonably believes is required (i) pursuant to any obligations under any applicable law, regulation, legal process or governmental request, (ii) to enforce the terms of this Agreement, including investigation of potential breaches hereof, (iii) to detect, prevent, or otherwise address potential fraud, security or technical issues, (iv) respond to User support requests, or (v) protect the rights, property or safety of other users of Humi’s platform or services and the public.

4.4 Customer Data Backups. Humi will maintain a periodic backup of Customer Data, and may use such backups for recovery in case of interruptions to the Service. Humi currently maintains automated daily backups of all Customer Data and retains such information in accordance with its record retention practices. Additionally, Humi shall use commercially reasonable efforts to maintain the security of Customer Data as further described in section 4.6 below.

4.5 Loss of Data. In the event of any act, error or omission, negligence, misconduct, or breach that compromises the security, confidentiality, or integrity of Customer Data or the physical, technical, administrative, or organizational safeguards put in place by Humi, and that results in an unauthorized disclosure or loss of Customer Data, Humi shall, as applicable: (a) notify you as soon as practicable but no later than forty-eight (48) hours of becoming aware of such occurrence; and (b) reasonably cooperate with you in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise reasonably required by you; (c) perform or take any other actions reasonably required to comply with applicable law as a result of the occurrence; (d) use commercially reasonable efforts to recreate lost Customer Data, wherever possible and without charge to you; and, (f) following receipt of a written request from you within 60 days of notification to you by Humi, provide you a plan describing the measures Humi will undertake to prevent a future occurrence for a similar reason.

4.6 Information & Data Security. Humi shall implement appropriate and commercially reasonable administrative, organization, physical, and technical measures and controls designed to ensure the security of the Humi platform and Services processing any Customer Data. Humi shall maintain formal written policies and procedures for the administration of information security throughout its organization, including, where appropriate, any process for identifying, assessing, and mitigating reasonably foreseeable risks and vulnerabilities to the Humi platform and systems. Such policies and procedures may include, without limitation, appropriate administrative, logical, technical, access, and physical controls, and internal practices intended to safeguard the confidentiality, integrity, and availability of Customer Data and to prevent unauthorized access to Customer Data at rest and in transit. Pursuant to the obligations above, Customer agrees that Humi may take measures which are appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, disclosure, destruction, or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymizing and encrypting personal information, ensuring confidentiality, integrity, availability, and resilience of its systems and services, ensuring adequate cyber incident response plans and policies are in place and ensuring that availability of and access to personal information can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organizational measures adopted by it), and subject to compliance with these standards, shall be considered to be satisfactory performance of Humi’s obligations herein. Appendix C outlines some of the security measures currently put in place by Humi. However, Customer acknowledges that information sent or received over the internet is generally unsecure and Humi cannot and does not make any representation, warranty, or condition, concerning security of any communication to or from the website/platform used to provide the Service or any representation or warranty regarding the interception by third parties of personal or other information.

4.7 Feedback. If you provide Humi with any suggestions, comments or other feedback relating to any aspect of the website, platform and/or Service (‘Feedback”), Humi may use such Feedback in any Humi products or services (collectively, “Humi Offerings”). Accordingly, you agree that: (a) Humi is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of Customer or any third party and you have all of the necessary rights to disclose the Feedback to Humi, (c) Humi (including all of its successors and assigns and any successors and assigns of any of the Humi Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Humi Offerings, and (d) You are not entitled to receive any compensation or reimbursement of any kind from Humi or any of the other users of the Service in respect of the Feedback.

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5. CONFIDENTIALITY‍

5.1 You acknowledge and agree that when you interact with us, we will collect personally identifiable data and other information (including such further information or data described in our Privacy Policy) from you when you (whether directly, or indirectly through a third party) provide such information, such as when you contact us with inquiries, or when you use our products and services). Customer Data may include: first and last name of authorized officers and business name; email address; phone number; street address; zip/postal code or city and state/province that you are located in; behavioral data such as usage statistics and business patterns (when linked with other personally identifiable data); Social Insurance Number(s); credit card information and other payment or financial data; account information from third party sites and internet services; and email and other communication content. You hereby grant us the right, during the term of this Agreement and following the termination or expiration of this Agreement, to collect, use, sell, license, store, retain and disclose Customer Data and any Resultant Data (the “Authorization”) as provided herein. Under the Authorization, we may:

(a) receive your Customer Data in order to satisfy applicable law, regulation, legal process or enforceable governmental request;

(b) monitor your activities and review, store and act on Company Data;

(c) view statistics and other information regarding you;

(d) access and retain information in accordance with our record keeping and data retention obligations and policies;

(e) disclose Customer Data and your Confidential Information to our subsidiaries, our Affiliates and third parties, including our business, financing, loyalty and other partners, service providers, payment and financial service providers, sub-processors and contractors, including in the following circumstances: to fulfill the purpose for which you provide such information to us, including providing the Services, or any other purpose disclosed by us when you provide the information to us; to protect the confidentiality or security of your records, to protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liability, or for resolving disputes or inquiries; to comply with federal,  provincial and local laws, rules and other applicable legal requirements, to comply with properly authorized civil, criminal or regulatory investigations, subpoenas, summons, bankruptcy notices by federal, provincial or local authorities (or other notifications of insolvency), or to respond to judicial process or government regulatory authorities that have jurisdiction over us for examination, compliance or other purposes as authorized by law; to the extent permitted or required under other provisions of laws to law enforcement, to any self-regulatory organizations for an investigation related to public safety or the provision of financial services; to support our business operations and our rights under this Agreement, including the delivery of any amounts owed to us under this Agreement; to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution or other transfer of all or a portion of our business or an operating unit; in a manner permitted under our Privacy Policy; and in any other manner not prohibited by applicable law; and

(f) provided any personally identifiable Customer Data is de-identified or aggregated to the extent required by applicable law so that such data does not identify a specific person, use Customer Data (including any Resultant Data) for producing data analytics and reports for business, financing and other partners, for fraud prevention, analysis, improving, enhancing and other development of products and services and for any other business purposes.

5.2 You understand and agree that the provisions of this Agreement and any other related documentation, the status of this Agreement, any communications related to this Agreement, and any information provided to you by us shall constitute our Confidential Information. Unless disclosure is required by law or court order, you will not disclose our Confidential Information to any person other than your attorney, accountant, financial advisor or employees who need to know such information for the purpose of advising you (“Advisor”), provided such Advisor uses such information solely for the purpose of advising you and is bound by confidentiality obligations substantially similar to the terms of this Section 5.2.

5.3 The obligations of confidentiality imposed upon the parties by this Section 5 shall not apply with respect to information which:

(a) is known to the recipient thereof prior to receipt thereof from the other Party hereto;

(b) is disclosed to said recipient by a third party who has the contractual right to make such disclosure;

(c) is or becomes a part of the public domain or public knowledge through no fault of said recipient;

(d) is independently developed by the recipient without reference to the disclosing Party’s Confidential Information; or

(e) is required to be disclosed under operation of law.

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6. PAYMENT, TAXES AND RENEWALS.

6.1 Fees and Payments. Customer shall pay all fees or charges to Customer’s account in accordance with the Fees, charges, and billing terms set forth in the subscription terms provided to you at the time of subscription and the Humi Agreement. For clarity, the Fees will be payable for the entire Term unless terminated in accordance with the provisions contained in this Agreement.

(a) Billing Dates. Subscription related Fees will be due monthly or annually, in advance, as set out in the subscription terms provided to you at the time of sign-up, and will be charged on the date mentioned therein (“Billing Date”).  Any other amounts due to Humi by you will be invoiced on an ad-hoc basis. All payment and billing related communications will be sent electronically, via email to the billing email we have on file. It is your responsibility to ensure that you have access to the email address provided to us for billing purposes.

(b) Credit Card Payments. Unless we expressly otherwise permit, you are required to keep a valid credit card on file with Humi (“Authorized Card”). Unless you change or remove your payment method, Humi may store and update (e.g., upon expiry) your payment method for use with subsequent payments. Humi will charge the Authorized Card for any one-time, or recurring charges applicable, including but not limited to the Fees, and any other amounts which may be payable by you to Humi. If you would like to change the method of payment, please let us know – we may, at our discretion, accept alternate methods of payment. The Authorized Card will be charged for the Fees on each Billing Date for the duration of the Term. If the Authorized Card cannot be processed, we will notify you, and may re-initiate the charge.

(c) If we agree to bill you by invoice, invoiced charges are due net 30 days from the invoice date and must be paid in a manner acceptable to us. In such case, we may also require that you provide us, and maintain, authorization for ‘Pre-Authorized Debits’ as a condition of the service. You are responsible for providing complete and accurate and up-to-date billing and contact information to Humi including legal name, street address, e-mail address, and name and telephone number of an authorized billing contact, and notifying Humi of any changes to such information promptly, and in any event at least seven (7) days prior to the next Billing Date or thirty (30) days from the date of the change, whichever is earlier.

(d) You will be responsible for all charges and fees related to failed payments and unpaid amounts. If within seven (7) days of the original payment due date, the Authorized Card can still not be processed or we do not receive payment from you, we may suspend the Services, and prevent Users from accessing their Humi accounts. Access will be reactivated upon payment of any outstanding Fees and other amounts. Any unpaid amounts will bear interest at the rate of the lesser of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law. You will also bear all reasonable expenses (including attorney’s fees and court costs) we incur to collect any unpaid amounts from you. Except as otherwise specified herein, payment obligations are non-cancellable and fees paid are non-refundable.

(e) If you have a good-faith and reasonable belief that there is an error on an invoice, you may submit a request for review within 15 days of the issuance of an invoice. In your request, you must also inform us why you believe there was an error and provide us with all supporting documents, materials and information related to it. If, after reviewing the error, we determine, in good faith based on our records, that there was an error, we will amend the invoice accordingly.  

6.2 Taxes. You are responsible for paying all applicable federal, provincial and municipal/county taxes on the Fees, including duties and tariffs, imposed upon this Agreement, the possession or use of the Service, and the Service provided hereunder. All Fees are exclusive of taxes. If applicable laws require the withholding of taxes under this Agreement, Humi shall notify you, make the applicable withholding and remit the required tax to the appropriate government authority.

6.3 Fee Increases. For any Renewal, we may, in our absolute discretion, introduce new fees applicable to the Services, or modify any of the existing Fees or any Pricing Plan. In the event of an increase to the fees for the Services, we will provide written notice of any such additional fees, and such fee increase will take effect upon Renewal. Unless we have provided such notice, the then current Fees will apply for the subsequent Renewal.

6.4 Applicable Currency. Unless otherwise agreed to between you and us, all Fees and other charges will be calculated in Canadian (CAD) dollars, and all payments shall be settled in Canadian (CAD) dollars.

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7. REPRESENTATIONS AND WARRANTIES

7.1 Subject to use of the Services in compliance with the Documentation, Humi represents and warrants to Customer as follows: (i) it has the legal power to enter into and perform its obligations and grant the rights to Customer set out in this Agreement; (ii) to its knowledge, the Service does not infringe upon any copyright, registered patent, trademark, software mark or trade name owned by a third party; (iii) Humi personnel will have the proper skills, training and background and will carry out any services and the Service in a competent, professional and workman-like manner with due care and diligence in a manner consistent with the terms of this Agreement; and (iv) it is now in compliance with and will continue to comply with material  applicable laws and regulations.

7.2 Customer represents and warrants to Humi as follows: (i) Customer duly and validly exists under the laws of its own jurisdiction and is not under any contractual obligation that would preclude it from entering into this Agreement or would interfere with the use of the Customer Data provided under this Agreement; (ii) Customer owns or has properly licensed all rights in the Customer Data at all times during the Term; (iii) the Customer Data is not, nor will be, in violation of any applicable laws or third party intellectual property rights; (iv) all Customer Data and Customer’s use of the Service does and will comply with applicable Canadian laws, including applicable privacy laws; (v) neither this Agreement nor the performance of or exercise of rights under this Agreement will violate, conflict with, or result in the breach of any term, condition, or provision of any agreement or legal obligation (whether or not existing at the Effective Date) to which Customer is a party or by which it may be bound, or constitute a default thereunder; (vi) Customer shall not make any materially incorrect, false, fraudulent, negligent, incomplete, misleading, or deceptive representation, through act or omission, about or in relation to the nature of Humi’s Service or this Agreement, and (vii) Customer has all necessary and valid consents to use of the Service by its end users including consent from such end users to the processing of their personal information by Humi in accordance with the terms of this Agreement.

7.3 THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY HUMI WITH RESPECT TO THE SERVICE AND ANY PART THEREOF. HUMI MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. HUMI DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL OPERATE CONTINUOUSLY OR WILL BE UNINTERRUPTED OR ERROR-FREE, BUT DOES REPRESENT TO USE ITS COMMERCIALLY REASONABLE BEST EFFORTS TO CORRECT AND REMEDY ERRORS IN ACCORDANCE WITH APPENDIX B. HUMI DOES NOT GUARANTEE ANY RESULTS FROM THE SERVICES AND, EXCEPT AS SPECIFICALLY PROVIDED FOR IN THE AGREEMENT, ACCEPTS NO RESPONSIBILITY OR LIABILITY IN RESPECT OF RESULTS OF THE SERVICES.

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8. TERM AND TERMINATION

8.1 Humi may provide Free Services and trial subscriptions to you in its sole discretion, and Humi may limit such eligibility or duration to prevent free trial abuse. If we provide Free Services to you, such access is governed by the Agreement. The Free Services will be available to you until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the Subscription Start Date, as stated in the Agreement. At any time prior to or during the free or trial period, Humi may, in its sole discretion, terminate that access without prior notice and without any liability to you, to the extent permitted under applicable law, for any reason, including to prevent abuse of the free/ complimentary services/ trial access. After the free/ complimentary services/ trial access period expires, you may continue using the Services in a paid subscription, if available, or as otherwise permitted by Humi. Unless you purchase a subscription to the applicable Service before the end of the free trial, all of your data in the Service may be permanently deleted at the end of the trial, and we will not be under any obligation to recover it. During the Free Services/ trial access period, no express or implied warranties shall apply to the Services; all Services are provided “as-is” with all defects, and no technical or other support is included.

8.2 For some Free Services or trials, we require you to provide an Authorized Card to enable access. By providing such details you agree that at the end of your applicable free trial or promotional period, your subscription to the Services will automatically renew and you will be charged the Fees at the beginning of each billing cycle until you cancel the Services in accordance with this Agreement. If you do not want this charge, you must cancel before the end of the trial or promotional period by sending us an email at support@humi.ca at least 2 business days prior to the end of your trial period. Subscriptions shall start on the Subscription Start Date noted in the subscription terms provided to you at the time of subscription and continue till the end date specified therein (the “Initial Term”), and will be subject to the Fees. At the end of the Initial Term, this Agreement and applicable subscriptions shall be automatically renewed for an additional term equaling the duration of the Initial Term (each a “Renewal”) subject to the current version of this Agreement then in effect, unless otherwise stated in the Humi Agreement. Collectively the Initial Term and any Renewals constitutes the “Term”.

8.3 At any time during the Term, you may elect to not renew this Agreement, or remove any of the optional Services, or modules, or reduce the number of Users, by giving at least thirty (30) days’ written notice to us prior to the end of the then-current Term. You may do so by sending us an email at support@humi.ca. Any such notice will be deemed to be effective at the next Billing Date following the end of such thirty (30) day notice period (“Cancellation Notice Period”) in the case of monthly subscriptions or changes to optional services or modules or number of Users, and in the case of annual subscriptions, at the end of the then current Term.. For clarity, and by way of example, if you are on a monthly subscription which is billed on the 1^st of every month, a notice given on 15^th of July will be deemed effective September 01, and access to the Services will be terminated on September 30th. In such case, Fees for the Services are not refundable (if paid in advance) and not eligible for any proration of unused subscriptions or refunds, even if access to the Services is cancelled or terminated. Similarly, for example, if you have elected to subscribe to an annual term on July 01, 2024, you will be required to pay Fees till June 30, 2025.

8.4 We may terminate this Agreement at our discretion by providing thirty (30) days notice.

8.5 You may terminate this Agreement at any time prior to the expiration of the then-current Term if Humi is in default with respect to any material provision of this Agreement and such failure or default continues unremedied for at least thirty (30) days after receipt of written notice by you to Humi.

8.6 We may, upon the occurrence of an Event of Default:

(a) proceed to protect and enforce our rights and remedies including by arbitration or lawsuit. You will pay us for any reasonable costs, fees and expenses we incur (including reasonable legal fees and disbursements) if we prevail in any action, suit, proceeding or arbitration except to the extent prohibited by law;

(b) debit any amounts owed to us under this Agreement from the Authorized Card or other bank accounts you have authorized.

(c) without any additional notice to you and with immediate effect, cancel, block or otherwise prevent or terminate access to, the Services.

You will pay us for any reasonable costs, fees and expenses we incur (including reasonable legal fees and disbursements) related to any Event of Default or exercising any of our rights and remedies.

8.7 This Agreement terminates automatically, with no further action by either Party, if:

(a) A receiver is appointed for either Party or its property;

(b) Either Party makes an assignment for the benefit of its creditors;

(c) Any proceedings are commenced by, for, or against either Party under any bankruptcy, insolvency, or debtor’s relief law for the purpose of seeking a reorganization of such Party’s debts, and such proceeding is not dismissed within 90 calendar days of its commencement; or

(d) Either Party is liquidated or dissolved.

8.8 Upon cancellation or termination of this Agreement, Customer’s license to use the Service shall be revoked and, Customer shall immediately cease Use of the Service. Termination of this Agreement shall not relieve Customer from its obligations arising hereunder before termination, including but not limited to the responsibility for paying previously accrued Fees. FOLLOWING ANY CANCELLATION OR TERMINATION OF THIS AGREEMENT, HUMI WILL HAVE NO OBLIGATION TO MAINTAIN OR PROVIDE ANY CUSTOMER DATA, AND MAY THEREAFTER DELETE OR DESTROY ALL COPIES OF CUSTOMER DATA WITHIN THE SERVICE OR OTHERWISE WITHIN ITS POSSESSION OR CONTROL, UNLESS LEGALLY PROHIBITED; IF YOU REQUIRE THIS DATA, PLEASE ENSURE YOU RETRIEVE THIS DATA PRIOR TO THE EXPIRY OF THE CANCELLATION NOTICE PERIOD.

8.9 Termination of this Agreement shall not relieve either Party from its obligations arising hereunder before termination relating to the other Party’s Confidential Information.

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9. INDEMNIFICATION‍

9.1 Each Party (as “Indemnifying Party”) shall defend and hold the other Party, and, its Affiliates, officers, directors, employees, and agents (collectively the “Indemnified Party”) harmless from and against any liability, damages, costs or expenses incurred or sustained by Indemnified Party arising out of the following (“Claim”):

(a) any inaccuracy or misrepresentation in any of the representations or warranties of Indemnifying Party in this Agreement;

(b) any breach or non-fulfilment of any of the covenants to be performed by Indemnifying Party pursuant to this Agreement;

(c) the fraud, negligence or wilful misconduct of Indemnifying Party or its personnel;

(d) any failure by Indemnifying Party or its personnel to comply with any applicable federal, provincial, or territorial laws, regulations or codes in the performance of its obligations under this Agreement;

(e) any third-party claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party;

(f) any third-party claim, which if true, would constitute a violation by Customer of Customer’s representations and warranties; or

(g) any claim arising from the breach by Customer or Customer’s Users of this Agreement.

9.2 Indemnification Procedures. If any Claim is asserted against an Indemnified Party by any person who is not a party to this Agreement in respect of which the Indemnified Party may be entitled to indemnification under the provisions of Section 9.1, written notice of such Claim must promptly be given to the Indemnifying Party. The Indemnifying Party will have the right, by notifying the Indemnified Party within fourteen (14) days  of its receipt of the notice of the Claim, to assume the entire control (subject to the right of the Indemnified Party to participate at the Indemnified Party’s expense and with counsel of the Indemnified Party’s choice) of the defense, compromise or settlement of the matter, including, at the Indemnifying Party’s expense, employment of counsel of the Indemnifying Party’s choice. The Indemnified Party must provide reasonable cooperation in the defense. The Indemnifying Party must not compromise or settle a Claim against the Indemnified Party without the Indemnified Party’s prior written consent, which will not be unreasonably withheld or delayed; provided that the Indemnifying Party may, however, effect a compromise or settlement of any action without the Indemnified Party’s consent if the following conditions are met: (a) there is no admission of guilt or liability by the Indemnified Party; and (b) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party.

9.3 Should the Service or any part thereof become or, in Humi’s opinion, be likely to become, the subject of a claim of infringement of a third party’s intellectual property, Humi may, at its own expense and option, either:

(a) procure for Customer the right to continue using such Service; or

(b) replace the same with non-infringing components or modify the Service so that it becomes non-infringing. If neither of these options is commercially reasonable, Humi may terminate this Agreement and require that use of the Service be terminated and, refund to Customer all pro-rated, prepaid Fees associated with the remaining unused portion of the then-current Term. Humi shall have no obligation for any such claim based on Customer modification of the Service, its combination, operation, or use with equipment, data, or Service not approved by Humi or as a result of any combination with or use of the Customer Data. This paragraph states Humi’s entire obligation regarding infringement or the like, and the indemnification provisions of this Section 8 shall be the sole and exclusive right and remedy of each Party.

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10. LIMITATION OF LIABILITY

10.1 EXCLUSION OF DAMAGES. IN NO EVENT WILL HUMI OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, ANTICIPATED REVENUE, PROFIT OR DIMINUTION IN VALUE; (b) USE, IMPAIRMENT, INABILITY TO USE, OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES, (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA; (d) BREACH OF DATA OR SYSTEM SECURITY; OR (e) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

10.2  CAP ON MONETARY LIABILITY. HUMI’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES OR AMOUNTS IS BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR MISREPRESENTATION OR BREACH OF STATUTORY DUTY OR ANY DUTY UNDER GENERAL LAW OR ANY OTHER LEGAL THEORY WILL NOT EXCEED THE FEES PAID TO HUMI IN THE TWELVE (12) MONTHS PRECEDING THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.‍

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11. DISPUTE RESOLUTION

11.1 Any controversy or claim arising out of or relating to this Agreement or involving any dispute regarding the interpretation or breach of this Agreement shall be resolved as follows:

(a) Upon a written request of either Party, both parties shall appoint a suitable designated representative with appropriate authority keeping in mind the subject matter of the controversy or claim or dispute whose task it will be to meet for the purpose of resolving such matter. Such discussions will be commenced within five (5) business days of the date of the written request, and the representatives will discuss the matter in good-faith and use their best efforts to determine a mutually acceptable solution within ten (10) business days thereafter (“Consultation Period”).

(b) Formal proceedings for the resolution of a dispute may not be commenced until the earlier of:

(i) The designated representatives concluding in good faith that amicable resolution through continued negotiations does not appear likely; or

(ii) the expiry of the Consultation Period.

11.2 Binding Arbitration: In the event the parties are unable to resolve a dispute in accordance with Section 11.1 above, any dispute, controversy or claim arising out of or relating to this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, including without limitation the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, such dispute will be referred to and finally determined by an a arbitration proceeding pursuant to the Simplified Rules of the ADR Institute of Canada, Inc. and each Party hereto agrees to be bound by the decision of the arbitrators. Judgment upon the award of the arbitrators may be entered in any court of competent jurisdiction. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Arbitrations shall take place in the City of Toronto in the Province of Ontario and the language of the arbitration shall be in English. The costs of arbitration shall be awarded by the arbitrator based on the success of each Party of the arbitration.

The Parties will maintain the confidential nature of the arbitration proceeding, the hearing and the decision of the arbitrator/ arbitration panel and/or their written decision related to the dispute, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, or unless otherwise required by applicable laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

12. GENERAL

12.1  Notices. Except as otherwise provided in this Agreement, any notice given under this Agreement must be in writing but may be provided to you electronically. Humi may give notice to you by means of a general notice on the Service, or electronic mail to your e-mail address based on our records, or by written communication sent by first class mail or pre-paid post to your last known address in our records. If provided by physical mail, such notice shall be deemed to have been given upon the earlier of delivery or the expiration of forty-eight (48) hours after mailing. If we post a notice on our website, or send you an email, we will consider a notice to have been received by you within 24 hours of the time it is either posted to our website or emailed to you. You may give notice to Humi (such notice shall be deemed given when received by us) at any time letter delivered through a nationally recognized overnight delivery service or by first class postage prepaid mail to 207 Queens Quay West, Suite 400, Toronto, Ontario, M5J 1A7 Canada, with a copy to support@humi.com (which such copy will not constitute notice to us).

12.2  Amendments. Humi may modify or update this Agreement at any time at its sole discretion; without limiting the generality of the foregoing, this may be for reasons such as changes in applicable laws or in furtherance of legal obligations, introducing, modifying, removing services, modifying agreement language, etc. However, in the event Humi makes any material updates/ amendments to the Agreement, we will provide you with thirty (30) days’ advance notice of such change When the updates become effective, we will also update the ‘Last Updated’ date at the bottom of this page; so, we suggest that you check this page periodically. We may also ask you to affirmatively accept such updated Agreement; in the event you do not do so, we may suspend your access to the Services, and may also terminate this Agreement. Your use of the Service after modifications to the Agreement become effective shall constitute your acceptance of the modifications, and the updated Agreement.

12.3  Assignment. This Agreement may not be assigned by Customer or by operation of law to any other person, persons, firms, or corporations without the express written approval of Humi, which consent shall not unreasonably be withheld.

12.4  Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the Province of Ontario and the federal laws of Canada applicable therein. This Agreement shall be governed without regard to conflict of laws provisions and without regard to the United Nations Convention on Contracts for the International Sale of Goods and shall exclude the application of the Uniform Computer Information Transactions Act.

12.5  Force Majeure. Neither Party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such Party. Such acts shall include, but not be limited to, acts of God, strikes, walkouts, riots, acts of war, terrorism, epidemics, pandemics, failure of suppliers to perform, governmental regulations, power failure, earthquake, or other disasters. If the anticipated or actual delay or non-performance exceeds thirty (30) calendar days, the other Party may immediately terminate the Agreement by giving notice of termination and such termination will be in addition to the other rights and remedies of the terminating Party under the Agreement, at law or in equity.

12.6  Survival of Certain Provisions. The obligation to pay all accrued Fees, each Party’s proprietary rights, limitation of liability and the confidentiality obligations set forth in the Agreement shall survive the termination of the Agreement by either Party for any reason.

12.7  Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of this Agreement.

12.8  Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, forms the entire agreement between the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the subject matter hereof. No representations or statements of any kind made by either Party that are not expressly stated herein shall be binding on such Party. No provisions in the Customer’s purchase orders or other business forms will supersede the terms and conditions of this Agreement.

12.9  Waiver. The waiver by either Party of a breach of any provisions of this Agreement by the other Party shall not operate or be construed as a waiver of any subsequent breach by such Party.

12.10  Class Action/ Jury Trial Waiver. To the fullest extent permitted by law, each of the Parties agrees that any dispute arising out of or in connection with this Agreement will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the Parties.

12.11  Electronic Transactions & Consent to Contact: You agree to transact business by electronic means. You agree that we may contact you as provided in this paragraph. We may contact you for any lawful reason, including for the collection of outstanding amounts under this Agreement and for the offering of products or services in compliance with our Privacy Policy in effect from time to time. No such contact will be deemed unsolicited or without express consent. We may (a) contact you at any address (including electronic mail) or telephone number (including wireless cellular telephone or ported landline telephone number) as you may provide to us from time to time, even if you asked to have your number added to any federal, state, provincial or other do-not-call registry, (b) use any means of communication, including postal mail, electronic mail, telephone, or other technology, to reach you, (c) use automatic dialing and announcing devices which may play recorded messages, and (d) send text messages to your telephone. You agree that we will not be liable to you for any such calls or electronic communications, even if information is communicated to an unintended recipient. You understand that, when you receive such calls or electronic communications, you may incur a charge from the company that provides you with telecommunications, wireless or Internet services. You agree that we have no liability for such charges. You agree to immediately notify us if you change telephone numbers or are otherwise no longer the subscriber or customary user of a telephone number you have previously provided to us.

12.12  Further Assurances: You agree to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, documents, agreements, instruments, and assurances as may reasonably be required from time to time by us for the carrying out or performing of the provisions of this Agreement.

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Appendix A — Maintenance and Support Services Terms

These Maintenance and Support Services Terms (“Support Terms”) are supplementary to, and subject to the terms of the Agreement.
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1. Defined Terms. The following terms shall have the following meanings whenever used in these Support Terms. Any capitalized term used in these Support Terms that is not specifically defined herein shall have the meaning attributed to such term as set forth in the Agreement:
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(a) “Help Desk Support” shall mean the Humi service which initially processes questions and issues raised by authorized users or Customer Contact(s) regarding the availability or functionality of the Service.
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(b) “Service” or “System” shall mean the Humi software suite and platform.
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(c) “Customer Contact” shall mean that individual(s) authorized by Customer to be the primary interface with Humi regarding the Service, and Customer shall provide Humi with the necessary contact information for this individual.

(d) “Error” shall mean a reproducible failure of the Services to perform a function in accordance with the applicable technical specifications.

2. Help Desk Support. If included in Customer’s Pricing Plan, Humi shall provide Customer, during the term of the Agreement, with certain maintenance services in order to enable Customer to notify Humi of any Error and seek assistance for enquiries regarding the Services, as set forth in this Appendix A, and provide Humi with sufficient details to enable Humi to accurately diagnose and reproduce such Error as error logs, screenshots, browser and OS version, order identifiers, etc. (“Support Request”). Humi personnel will be available to help Customer Contact(s) and can be reached by opening a support ticket through clicking the “?” icon on the online application/ interface; they can help you get answers to questions regarding the use of the Service and to help identify, verify, and resolve problems with the Service and respond to Support Requests. Support is available Monday through Friday, 9:00 a.m. to 5:00 p.m., Eastern time. We may also reach out to you and provide a video-conference link to better diagnose concerns and resolve issues.

Upon receipt of notice of an Error or a Support Request, Humi will assign a severity level according to the following criteria:

• S1 – critical: an Error that results in the Service being substantially non-functional or inoperative. Such Errors completely impedes critical functionality or access to critical data.
• S2 – high: an Error that results in a decrease in the performance of critical functionality or limits access to critical data, but does not prevent the Customer from continuing to use the Service. A work-around solution exists, but is not obvious and it’s execution is not trivial;
• S3 – medium: an Error that results in a decrease in the performance of non-critical functionality or limits access to non-critical data, but does not prevent the Customer from continuing to use the Service. A work-around solution exists, and it’s execution is trivial;
• S4 – low: an Error that does not decrease the performance of functionality or limit access to data, and does not have a material adverse effect on the performance of the Service.

3. Humi may attempt to contact Customer within the initial response time to clarify the issue and the business impact and will initiate the resolution process to detect the root cause and provide a solution or workaround that reduces the severity of the Error.

4. Humi will use commercially reasonable efforts to respond to Support Requests to clarify the issue and the business impact and will initiate the resolution process to detect the root cause and provide a solution or workaround that reduces the severity of the Error subject to the following response times:

• S1 - Humi will use its commercially reasonable efforts to respond to all S1 defects within two (2) business days and will diligently work to provide Customer with a resolution or fix.
• S2 – Humi will use its commercially reasonable efforts to respond to all S2 defects within three (3) business days and will diligently work to provide Customer with a resolution or fix.
• S3 - Humi will use its commercially reasonable efforts to respond to all S3 defects within fifteen (15) business days and will diligently work to provide Customer with a resolution or fix.
• S4 - corrections for S4 Errors will be available at Humi’s discretion.

5. The support services set forth herein shall not include, and Humi shall not be responsible or liable to correct, any Error caused by: (i) Customers’ or any Users’ failure to use the Services or any part thereof in accordance with instructions included in the Documentation provided by Humi; (ii) negligence, misuse, abuse or mishandling of the Services by Customer or any User; (iii) Customers’ or any third party’s inappropriate environmental conditions (such as network problems, power and air-conditioning failures etc.) or failure of Customer to maintain the configuration environment set out in the Services’ specifications or any technical issue unrelated to the Services; (iv) actual or attempted modification, alteration or addition to the Services other than by Humi; or (vi) any issue in the integration or communication of  properties with the Services.

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Appendix B — Payroll Terms

1. Humi makes commercially reasonable effort to accurately calculate federal, provincial, and local payroll taxes. In the unlikely event such calculations are incorrect due directly to Humi's gross negligence or wilful misconduct, and such error results in a penalty, Humi will reimburse all or a portion of the penalty (the “Humi Guarantee”) as provided below.

(a) The amounts payable by Humi pursuant to this Appendix B shall be THE GREATER OF EITHER (A) THE ACTUAL AMOUNT OF THE PENALTY (NET OF UNPAID TAXES, FEES AND INTEREST) ASSESSED AGAINST CUSTOMER, TO A MAXIMUM OF ONE THOUSAND CANADIAN DOLLARS ($1000), OR (B) THE TOTAL AMOUNT (NET OF TAXES) OF FEES CUSTOMER HAS PAID TO HUMI FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE EVENT GIVING RISE TO THE CAUSE OF ACTION OCCURS, AND IN NO EVENT GREATER THAN THE ACTUAL AMOUNT OF THE PENALTY (NET OF UNPAID TAXES, FEES AND INTEREST) LEVIED AGAINST THE CUSTOMER TO THE CANADA REVENUE AGENCY.

(b) The Humi Guarantee is subject to the following additional conditions, each of which must be satisfied in order for a claim for reimbursement to be payable:

(i) Customer must provide Humi with the penalty notice received from the Canada Revenue Agency within thirty (30) days of the date of the first notice;

(ii) The penalty must be the direct result of incorrect calculations made by Humi and not the result of incorrect data provided by or on behalf of a Customer or User;

(iii) The penalty must apply to a time period during which the Customer had an active Pricing Plan, and was in good standing; and

(iv) Customer permits Humi to act on Customer’s behalf in any communications or negotiations with the Canada Revenue Agency, and Customer promptly provides Humi with all such documents and information, and makes available any personnel, as requested by Humi (or any of its advisors or representatives), acting in good-faith.

(c) Customer shall be responsible for any unpaid taxes, fees and interest charges due as a result of a penalty notice being issued to it by the Canada Revenue Agency.

2. In addition to the representations and warranties contained in Section 9.2 of this Agreement, Customer represents and warrants that Customer has obtained all consents necessary to provide Humi with the information required to provide the payroll services. This includes consent to access Customer's, and its employees' bank accounts to process direct deposits of payments and to debit overpayments and payment errors. Customer expressly authorizes Humi to process such deposits and debits as required from time to time and Customer agrees to hold harmless and indemnify the Humi against any damages, losses or claims arising in respect of payroll processes and access to employee accounts (excepting fraud, willful neglect, or manifest error by Humi.)

3. If you use our payroll Services pursuant to any monetary obligations you have under this Agreement, you hereby authorize us and our respective vendors and agents to initiate debit and credit entries to a bank account identified by you (“Bank Account”), or any other account maintained by you at any institution that is a member of the Canadian Payments Association, doing business as Payments Canada, all in accordance with this Agreement. You agree that any withdrawal by us and our vendors and agents in accordance with this Agreement are PADs for business purposes, as defined under Rule H1 of Payments Canada. You hereby waive the right to receive advance notice from us and our vendors and agents of any and all such debits. This authorization will remain in effect after termination of this Agreement and until all of your obligations to us have been paid in full. If you change the Bank Account, this PAD authorization will apply to the new account and you shall provide us in writing such information regarding the new account as we deem necessary. Such new account shall thereafter be and become the “Bank Account” for the purpose of this Agreement. It may take us up to ten (10) business days after receipt of a written notice from you to reflect in our system any change to the Bank Account. If you change the Bank Account, you agree that you are responsible for all costs incurred by us in connection with your decision to change the Bank Account. Humi transacts with a leading Canadian Schedule I bank for payment processing related to the payroll Services.

4. Payroll Service requests: In addition to the Fees listed in the subscription terms provided to you at the time of subscription, service requests related to the Payroll Services may be subject to additional fees as provided on:‍

https://support.humi.ca/hc/en-us/articles/6344776076567-Payroll-service-request-fees

5. Implementation Plan for Humi’s ‘Managed Payroll’ Services:

(a) Onboarding & Implementation (Week 1)

Humi will facilitate a collaborative process in gathering employee and company information, validating data and prepare CSV imports for account set up. In addition, Humi will outline an onboarding process with timelines. Once Customer’s data is uploaded into Humi’s system, we will configure the payroll account detailing extra TD1 amounts, additional taxes, benefit deductions, vacation pay and extra wages.

(b) System Testing and Configuration (Week 2 – Week 4)

After the onboarding and implementation phase, Humi’s payroll team may conduct a series of reviews to test accuracy and validity of payroll data. This process will entail running payroll for one pay period in congruence with Customer’s current payroll provider (if any). This testing method ensures employee pay amounts align with prior pay periods and aims to ensure transition is seamless.

(c) Processing Payroll (Week 4 - Onward)

Humi’s ‘Managed Payroll’ Service will process employee payments, remit taxes, and keep records each pay period on a recurring basis. Digital paystubs will be emailed to employees on the morning of pay day. Additional employee compensations, including: bonuses, commissions, other amounts, expense reimbursements and vacation pay will be collected from Customer up to 3 business days before the payroll deadline. Data will be reviewed, audited, imported and recorded into Humi’s system and reflected on employee paystubs.

(d) Servicing (Recurring)

Customer will be assigned a Humi Payroll Specialist that will be responsible for delivering our managed payroll experience and providing support. Based on the payroll exception report, Humi will adjust changes in employee income/ deductions into payroll taking into account: compensation adjustments, new onboards/terminations, updates to employee banking information and vacation payouts. In addition, Humi will update changes in benefit deductions based on employee salary changes; the adjustments will be configured on a percentage of salary basis.
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Appendix C — Security Policy

High Availability AWS Infrastructure

Humi leverages Amazon Web Services (AWS) to deliver a scalable cloud computing platform designed for high availability and dependability.

AWS uses redundant and layered controls, continuous validation and testing, and a substantial amount of automation to ensure that the underlying infrastructure is monitored and protected 24x7.

AWS enables Humi to ensure secure transactions between separate data and software applications, data replication across multiple physical data center locations, and to obtain and configure capacity with minimal friction.

Network Security

AWS provides several security capabilities and services to increase privacy and control network access. Humi uses:

• Built-in firewalls that allow control over network access
• Encryption in transit with TLS across all services
• DDoS mitigation technologies

Physical Security

Humi’s data centers are co-located in some of the most respected datacenter facility providers in the world. Humi leverages all of the capabilities of these providers including physical security and environmental controls to secure our infrastructure from physical threat or impact. Each site is staffed 24/7/365 with on-site physical security to protect against unauthorized entry. Security controls provided by our datacenter facilities includes but is not limited to:

• 24/7 Physical security guard services
• Physical entry restrictions to the property and the facility
• Full CCTV coverage externally and internally for the facility
• Biometric readers with two-factor authentication
• Facilities are unmarked as to not draw attention from the outside
• Battery and generator backup
• Generator fuel carrier redundancy
• Secure loading zones for delivery of equipment

Access to the management network infrastructure is provided through multi-factor authentication points which restrict network-level access to infrastructure based on job function utilizing the principle of least privilege. All access to the ingress points are closely monitored, and are subject to stringent change control mechanisms.

Systems are protected through key-based authentication and access is limited by Role-Based Access Control (RBAC). RBAC ensures that only the users who require access to a system are able to login. Humi considers any system which houses Customer data that Humi collects, or systems which house the data customers store with Humi to be of the highest sensitivity. As such, access to these systems is extremely limited and closely monitored.

Additionally, hard drives and infrastructure are securely erased before being decommissioned or reused to ensure that Customer’s data remains secure.

Access Monitoring

Humi leverages AWS CloudWatch to enable continuous monitoring of our production environments. Our logging includes system actions as well as access and commands issued by our system administrators.

Logs are reviewed to identify potentially malicious activity within our infrastructure. User and system behaviors are monitored for suspicious activity, and investigations are performed following our incident reporting and response procedures.

Audit Logging

All database transactions are logged using a user identification number, IP address, timestamp, and information about the action performed.

Employee Access

Humi leverages AWS IAM access control management when issuing access to all environments. The keys that AWS uses are 2048-bit SSH-2 RSA keys and are regarded as an industry standard. Humi implements internal processes for issuing and recalling keys from authorized employees.

Data Transmission and Storage

All data is encrypted in transit with TLS, using a 2048-bit key, signed using the SHA256 RSA industry standard algorithm. Data at rest (residing in our data centers) is encrypted using the industry standard AES-256 algorithm.

Snapshot and Backup Security

Humi retrieves, encrypts, and stores hourly backups of our production data storage systems. These backups reside within our data centers for security and compliance purposes.

Attestations and Certifications

All AWS data centers meet and exceed the strictest of certification and compliance laws. These include:

• SOC 1/SSAE 16/ISAE 3402 (formerly SAS 70)
• SOC 2
• SOC 3
• FISMA, DIACAP, and FedRAMP
• DOD CSM Levels 1-5
• PCI DSS Level 1
• ISO 9001 / ISO 27001
• ITAR
• FIPS 140-2
• MTCS Level 3

Application Development

Humi employs SDLC practices combined with internal controls to give users peace of mind. Developers run a battery of tests against all change requests spanning multiple environments to ensure consistency and backwards compatibility.

Release management and deployment is driven through an AWS Pipeline architecture, ensuring the ability to back out of changes at any point.

Token based authentication provides Humi administrators total control over access and access expiry.

Service Level Agreements

Humi has service level agreements in-place with our infrastructure and monitoring vendors. AWS provides a 99.99% uptime guarantee across all services and applications that Humi leverages.

Financial Transactions

Humi uses Stripe as our credit card storage and processing vendor. Stripe has been audited by a PCI-certified auditor and is certified to PCI Service Provider Level 1. This is the most stringent level of certification available in the payments industry.

All card numbers are encrypted on disk with AES-256. Decryption keys are stored on separate machines. None of Stripe’s internal servers and daemons are able to obtain plaintext card numbers; instead, they can just request that cards be sent to a service provider on a static whitelist. Stripe’s infrastructure for storing, decrypting, and transmitting card numbers runs in separate hosting infrastructure, and doesn’t share any credentials with Stripe’s primary services.

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Last Updated: November 6, 2024